PowerCompute (PWCM) Proxy filing summary

Executive summary

• Special meeting scheduled for Nov. 17, 2026, at 3:00 p.m. ET in Tampa; record date Oct. 16, with 2,535,061 common shares outstanding and one vote per share.

• Stockholders will vote on a discretionary reverse split authorization and a proposal to adjourn if needed to seek more votes; the Board recommends FOR both.

Voting matters and shareholder proposals

• Proposal 1 would authorize a 1-for-2 to 1-for-10 reverse split; approval requires votes FOR to exceed votes AGAINST, with abstentions and broker non-votes having no effect.

• Proposal 2 would permit adjournment to solicit additional proxies; it requires a majority of shares present and entitled to vote, and abstentions count against.

• Rule 14a-8 proposals for the 2027 annual meeting are due Jan. 1, 2027; other proposals are subject to advance-notice deadlines of Feb. 16–Mar. 18, 2027.

Board of directors and corporate governance

• The Board unanimously seeks authority to choose whether to implement a split and the ratio; it may act through Dec. 31, 2027, and may abandon the amendment without further stockholder action.

• The Board will consider market trends, share-price history and outlook, business developments, financial performance, and Nasdaq rules when deciding whether and at what ratio to proceed.